Document BO1jn0o7J9qpDq5ageex7r9o

FILED CERTIFICATE OF AMENDMENT OF CERTIFICATE OF ORGANIZATION OF f.'L INDUSTRIES, INC. Sw:,e`yofsutB It is hereby certified that: 1. The nane of the corporation (hereinafter called the "Corporation") is NL Industries, Inc. ^ * 2. The following resolution has been adopted by the Board of Directors, as required by Section 14A:7--2(21 of the New Jersey Business Corporation Act: RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter cal led the "Board of Directors" or the "hoard") in accordance with the provisions of the Certificate of organization, as amended, the Board of Directors hereby creates l series of Preferred Stock, Series C, without par value, pt ii value Slhn per share, of the Corporation and hereby stares the Resignations and nunber of shares, ar.J 1 i xes t i |, 11 i v * rights, preferences, and limitations thereof (in addition to the provisions set forth in the r'.Milicute o' (i.'K.n i zu t ion , as anended, which are explicable to the Preferred Stock of all classes and series) as follows, no that Article IV of the Corporation's Certificate of i gun l/.a t i , as amended, be, and It hereby IS, amende..: by Inserting therein the following Section E immediately preceding ; t i i " ! ' : i . Pnleriei dtock - - Scries C: I. reties shall | tlie ".Series constituting Designation and inount The shares or such be cTesignaled as " Preferred Stock -- hTies C" C Preferred Stock') and the imnlx-r of states such series shall be 7U,hOO. II. ntvidenda and Distributions. (A) Subject to the prior and auperior righta of the holdcra of any shares of the $8,625 Preferred Stock, SericB A, of the Corporation (the *$8.(25 Preferred Sharea*) and of any other series of capital stock of the Corporation ranking prior and superior to the shares of Series C Pre ferred Stock with respect to dividends, the holders of shares of Series C Preferred Stock, in preference to the holders of Common Stock, $1.25 par value, of the Corporation (the 'Common Stock*), the Scries B Preferred Stock and of any other series of Preferred Stock ranking junior to the Series C Preferred Stock shall be entitled to receive, when, ns and if declared by the I jard of Directors out of funds legally available for the purjjose, cumulative quarterly dividends payable in cash on the last business day of March, dune, la-ptenls- r and becemlier in each year (each such date l,i-i nq referred to herein as a "Quarterly Dividend Payment Dale"), iromi i>-in-1 n<| on the ! list Quarterly Dividend Payment Dale after i la- f i r r. i issuance ol a share or fraction of a stiare ol Series r Preferred Stock, in an amount per Bhare (rounded t<- 'he nearest cent) equal to (l) on or prior to , October 14, I9H(,, $90 or (ii) after October 14, 1986, the greater of (x| $90 or (yl the amount obtained by dividing (11 the operating i evenues of til. Chemicals, InC., a Delaware corporation and wholly owned subsidiary of the Corporation ("Chemicals*), and the Chemicals Subsidiaries (as hereinafter -le/ined) less l lie aggregate amount of (a) the operating expenses ol Chemicals and the Chemicals Subsidiaries, (b) any current foreign, federal, state or local income, sales or other taxes reserved for in accordance with generally ace.-pied accounting principles (*C.AAP"1 by Chemicals and the I'h-ru ,1m ;; i i |,, i i i 11 i es , (e| any capital expenditures budgeled a r .......... by* in-n i e.t 1 s and lie- Chemicals Sti l>s id in r l es which ii. I In - i liu.i, y miih i- ol business and ennsistent with i i .Is' o ii-. 1 lien n-a 1 s I'.ulis I '* i a r les ' respective past I 1 .e I , :. (.ill l . I I I i-III -I s III I I II to past pi acl ices o I l 'hen | I -.1 | I include III - pi III I'-.-B ol the 1-lu-m tea 1 division ol the Corpora- 1 i oe .c ; -h pi . v 111 i s I y i-.i i i e-il on the l>u s i ness of Chen 11 -a 1 s ) , Ml ilo|a serviet- (including liotli interest and principal ) I- -i a i ifi.es . Ian lieiernaflef defined) which is a ( 1 r i Iru table I . - - i-'.il . u I la- rin-n i ca I s I'.ulis id l a r 1 es , ( e ) any d I v pie m Is pa i -1 a :e-i a-.i-l, lor piynenl on 1 lie $9.(,2'i I'r e f er red Shares and i ' I my i-ia lit my pu r i-li.ise ret iremcnts made in ..... ... .ini-i . -1 ' 11 'In i .-ii-is of 'In* $H. (,2r> Prrf e r red .Shares, p11e. f A | -I.- |- r ,-i i a i i on an I amui 1 l/-il Ion on -iny as:..-1 s ol ' 'e-ri i. a 1.. in tin- Chen i ca 1 s SnliM'i l.ir it.-s taken or reserved I a in .in-oi iI.iih a will. C.AAI', and (111 any capital i x| *-nd i t u r en I > ! |* t i -. I by l '111-in leal:* u I he Chen l ca I s .".ill I < I l 11 11 wh i e|i weie not nude ot accrued * i ri --ai.ii ease under this * I..;: Ill l h. i. lev.inl i-iinpiii :l :-vi ::* 11 I ! - nude in res|-ct ol i; llse.,l i |uu r I e t itttmed i at e 1 y preceding 1 lie euirent Quail-. 1. -2- 4 0000-NLI-000017797 1 I Dividend Payment Date), by (2) the total number of shares of Series C Preferred Stock then issued and outstanding. Indebtedness shall mean (i) indebtedness for borrowed money or for the deferred purchase price of property or services, other than, in the case of any such deferred purchase price, on norma) trade terms, (ii) rental obligations as lessee under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, and (iii) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss (such as obligations under an agreement to pay for property or services irrespective of whether or not such property is delivered or such services aie rendered) in respect of, indebtcdncss or obligations of others of the kinds referred to in clauses (i) or (ii) above, and (iv) indebtedness or obligations of the kinds referred to in clause (i), (ii) or (iii) above of any person or entity that is merged with or into the Corporation. A Chemicals Subsidiary shall mean any corporation or other entity of which a majority of the V voting equity securities or equity interests is owned, directly or indirectly, by Chemicals. Any accounting terns used herein and not defined herein shall have the meanings assigned to then in accordance with GAAP in effect at the date of determination. (B) The Cor|>oration shall not, and shall cause Chemicals and the Chemicals Subsidiaries not to, create or suffer to exist any Indebtedness which is attributable to CherucalB or to any Chemicals Subsidiary other than (1) Indebtedness which is attributable to Chemicals or to any Chemicals Subsidiary .is of .July 14, 1986 ('Existing Indebt edness"). (ii) any extension, renewal or refinancing of such Existing Indebtedness (x) on terms (including interest and other [.lynenl t.-rns, negative and affirmative covenants) no i.-e .ivnr.ih I e to < .'lion i c.i 1 s than those of the Indebtedness t. , l, extended, renewed or refinanced or (y) in contemplation 1)1 the redemption of the Series C Preferred Stock for the shares ..! e.jnnon stock, $.10 par value per share, of Chemicals (the "ciieni.Ml Common Shares") in accordance with Section VII (A | (ii) hereof, provided that in eiiher case the aggregate principal amount of all Indebtedness which is attributable to Clef 11 .`a I s and the Chemicals Subsidiaries following any such extension, ivnewal or refinancing shall not exceed the agqre.|iie principal amount of the Existing Indebtedness reduced by the aggregate amount cf principal repaid in i . ?i|ieoi of Indebtedness attributable to Chemicals and the i 'lien i. si I s Subsidiaries from and after July 14, I9u6, (111) Indebtedness winch is attributab1e to Chemicals or to anj -3- 0000-NLI-000017798 Chemical* Subsidiary the proceeds of which are used solely for working capital in accordance with past practices of Chemicals or such Chemicals Subsidiary prior to July 14, 1986, or (iv) an additional $35 million of Indebtedness. (C) Dividends shall begin to accrue and be cumulative on shares of Series C Preferred Stock from the date of issue of such shares of Series C Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series C Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-snare basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series C Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof. 1JJ. Voting Rights. <A) Except as required by law and as set forth in this Section III, holders of Series C Preferred Stock shall have no voting rights. On any matters on which holders of the Series C Preferred Shares shall be entitled to vote, they Bhall be entitled to one thousand votes per share. IB) The affirmative vote of the holders of at least 80% of the outstanding shares of Series C Preferred Stock, voting as a single class, shall he required to: (i) amend tin- Certificate of Organization in a manner which would materially alter or change the powers, pre fe rences or special rights of the Series C 'referred Stock so .is to affect them adversely; In) increase the number of authorized shares of Series C Preferred stock or create or issue shares of stock ranking senior or on a parity (either as to dividends or upirr liquidation, dissolution or winding up) with the pet res C Preferred Stock; (ill) sell, it .Ulster, pledge, mortgage, lease, exchange or otherwise disjrose of (in one transaction or a senes of trails.ret ions) (x) any capital stock of Chemicals or of any Chemicals Subsidiary having an aggregate Fair Market Value (as hereinafter defined) j- -4 0000-NLI-000017799 tf excess of $20 million or (y) other than in the ordinary course of business, any assets of Chemicals or of any Chemicals Subsidiary having an aggregate Fair Market Value in excess of $20 million, other than, in either cage, pursuant to the redemption of the Series C Preferred Stock for Chemical Common Shares in accordance with Section VI1 (A)(ii) hereof and other than any merger or consolidation of any Chemicals Subsidiary with or into Chenicals or another Chemicals Subsidiary. Fair Market Value shall mean: (x) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during V the 30-day period preceding the date in question on the * National Association of Securities Dealers, Inc. Auto mated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board of Directors in good faith; and (yl in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith; !iv) acquire, in one transaction or a series of transactions, directly or indirectly, any interest of any kind m assets (including securities) with an Hl'ireq.it K iir Market Value in excess of 550 million (x) which .irc owned, directly or indirectly, by Chemicals o.- ,iny Chemicals Subsidiary after such acquisition; or (y) the consideration for which consists, directly or i nd i r---t 1 y, of assets (including securities) of Chemicals >r .my Chemicals Subsidiary; or (v) pay any dividend or make any cash advance, loan or other intercorporate transfer of funds from Chemicals or any Chemicals Subsidiary, on the one hand, to the Corporation or any of its other subsidiaries or affiliates on the other hand, other than (payments for tax sharing or corporate services in accordance with the agreements in effect on July 14, 1986, (ii) -5- 0000-NLI-000017800 I payments for dividends on the Series C Preferred Stock, (iii) dividends and mandatory purchase retirements of the $8,625 Preferred Shares, (iv) payments for debt service (including both interest and principal) (x) prior to October 14, 1986, on Indebtedness of the Corporation aggregating not more than $425 million, and (y) fron and after October 14, 1986, on Indebtedness which is attributable to Chenicals and the Chemicals Subsidiaries, but only to the extent required under the terms of the instruments governing such preferred stocks and Indebtedness, and (v) regular quarterly cash dividends on the Common Stock in an amount not in excess of $.05 per share of Common Stock per quarter, appropriately adjusted for any change in the number of shares of Common Stock outstanding after July 14, 1986. (C ) Whenever six quarterly dividends payable on the Series C Preferred Stock as provided in Section II are in arrears i n part or in full, holders of the Series C Preferred St ock shall have, in addition to the rights set forth in Sc tion III (B) above, (i) the special right, s. voting sopa ntoly as a class with the shares of other series of the Prefe rred Stock upon which like voting rights may be conferred, i t any, to elect two directors of the Corporation and (ll) the additional special right, voting separately as a class, to elect such additional number of directors so that the tot al number of directors elected pursuant to subparagraph s (i) and (n) of this Section III f C) shall constitute a majority of the Board of Directors at all times until such t ime as all dividends on the Series C Preferred Stock sha 1 1 have been paid or declared and set aside for payment for all past quarterly dividend periods and for the then curiout quarterly dividend period at which time the right id tin Series C Preferred Stock to vote and to be represented .it .uni to receive notice of meetings shall terminate, n >111 jei-1 to revesting in the event of each and 'very suliseq ueut default of the character and for the time in th I s pii i qi.iph above mentioned. Anything in Article VIII of til I : Celt iIicate of Organization to the contrary notwithstand- l ng, iliieti.i rs elected by the holders of the Scries C Preferred Stock (,.! 11 uni |h * classified in respect to the tine for wll ll'l. Il.ey ; hall hold office and, except as sjieci f ical 1 y otliri ui i,. pi- ov nl.'d herein, such directors shall be elected .i line i I I y it tin- .mini'll mooting of the stockholders of the Corp- >t .it 11 h i . -6r 0000-NLI-000017801 "lMir*'" At any tine when such voting power shall become vested In the Series `C Preferred Stock, and any such other series, as herein provided, the number of directors other wise constituting the Board of Directors of the Corporation shall ipso facto be increased by two or such additional number of directors as is provided for herein so long as such voting power shall be so vested, and a proper officer of the Corporation shall call a special meeting of the . holders of the Series C Preferred Stock, and any such other series for the purpose of electing such directors. Such meeting shall be called upon the notice required for annual meetings of stockholders and shall be held at the earliest practicable date at the place at whi^h the last preceding annual meeting of the stockholders of the Corporation was hold, but may be held at the time and place of the annual meeting if such annual meeting is to be held within 60 days after such voting power shall be vested in the Series C Preferred Stock, and any such other series. If such meeting aha]] not be called by a proper officer of the Corporation within 10 dayB after personal service upon the Secretary of *the Corporation of a written request therefor of the holders of record of at least ten percent (10t) of the total number of shares of the Series C Preferred Stock, or within 10 days after mailing such request within the United States of America by registered or certified mail addressed to the Secretary of the Corporation at its principal office (such mailing to be evidenced by the receipt issued by the postal authorities), then the holders of record of at least ten percent (10%) of the total number of shares of the Series C Preferred Stock, and of any and all such other aeries then outstanding may designate in writing one of their number to call such meeting, and such meeting may be called at the i-x[#unse of the Corporation by such person so designated upon the notice required for annual meetings of stockholders, or such shorter notice as may be acceptable to the holders of ten percent (10%) of the total number of shares of the .Series C Preferred Stock, and any and all such other series then outstanding, and shall be held at the place at which i In' last preceding annual meeting of the stockholders of the < irpiiration was held, or such other place aa may be acceptable in Hu- holders of ten percent (10%) of the total number of hi.......... of the fairies C Preferred Stock, and any and all such mhi r series then outstanding. Any holder of Series C Preferred Stock, or of any such other series so designated shall have acccsu to the stock books of the Corporation for the purpose of causinq such meeting to be called pursuant to these provisions. -7- 0000-NLI-000017802 At any Macing so called, and at any other Meting of stockholders held for the purpose of electing directors at which the Series C. Prefered Stock, and any ouch other series shall have the right, voting separately and as a class, to elect directors as aforesaid, the presence in person or by proxy of ons-third of the total outstanding shares or Series C Preferred Stock shall be sufficient to constitute a quorum for the election of any director by the Series C Preferred Stock, any such other series, as a class. If at any such meeting or adjournment thereof a quorum of the Series C Preferred Stock shall not be present, the absence of such quorum shall not prevent the election of any directors to be elected by th- holders of other classes of stock entitled to vote, but a majority of the holders of the Series C Preferred Stock, and any such other series present in person or by proxy, shall have the power to adjourn the meeting for the election of directors which they are entitled to elect, from time to time, until a quorum of the Series C Preferred Stock and any such other series is present at such adjourned meeting. Upon any termination of the right of the holders of the Scries C Preferred Stock and any such other series to vote for the directors as herein provided, the term of office of any directors theretofore elected by such holders and then in office shall terminate, provided, however that the termination of such right of the holders ot any such other scries shall not affect the term of any director which the holders of the Series C Preferred Stock are entitled to e 1 ec t. During any period in which the holders of the Series c Preferred Stock, and any such other series have the right to vote for directors as herein provided, any vacancy occurring among t lie directors elected by such holders shall be fill'-l a s|iccial meeting of such holders called for h i.oh purpose as aforesaid. Iv. Certain Restrictions . I A) Whenever quarterly dividends or other div idends or distributions payable on the Series C Preferred Mock ih provided in Section II are in arrears, thereafter and until all accrued and unpaid dividends and distribu tions, whether or not declared, on shares of Series C Preferred Stock outstanding shall have been paid in full, the Corporation shall noti -8- 0000-NLI-000017803 (1) declare or pay dividends on, sake any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation dissolution or winding up) to the Series C Preferred Stock; (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Preferred Stock, except dividends paid ratably on the Series C Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or (iii) purchase or otherwise acquire for consid eration any shares of Series C Preferred Stock, or any shares of stock ranking on a parity with the Series C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. * (0) The Corporation shall not permit any subsid iary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless tin' corporation could, under paragraph (A) of this Section IV purchase or otherwise, acquire such shares at such time and in such manner. V. Reacquired Shares. Any shares of Series C Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and c.mei'l led promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock to be created by reso lution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuances set forth herein. VI. Liquidation, Dissolution or Winding ''p. Upon any liquidation, dissolution or winding up ui Corporation, no distribution shall be made <1 to the (A) 0000-NLI-000017804 -9- holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Preferred Stock unless, prior thereto, the holders of shares of Series C Preferred Stock shall have received for each share the sum in cash of (x) $14,000, (y) the amount obtained by dividing (1) the excess, if any, of the net worth of Chemicals and the Chemicals Subsidiaries as of the date of such liquidation, dissolution or winding up, determined in accordancce with GAAP, over the net worth of Chemicals and the Chemicals Subsidiaries as of June 30, 1986, determined in accordance fith GAAP, by (2) the number of shares of Series C Preferred Stock issued and outstanding on the date of such liquidation, dissolution or winding up, and (z) all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such pay ment, or (ii) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Preferred Stock, except dis tributions made ratably on the Series C Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. * (D) For purposes of this Section VI, in the event that the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then such transaction shall be deemed to be a liquidation. VII. Optional Redemption. (A) To the extent permitted by law) the Corporation shall have the right, solely at its option, at any time to call for redemption all l>ut not lens than all the shares of Series C Preferred Stock then outstanding and may redeem such shares on any date fixed by the Board of Directors (the "Redemption Date") of the Corporation by paying for each share thereof either (i) the sun in cash of (x) $14,000, (y) the amount obtained by dividing (a) the excess, if any, of the net worth of Chemicals ind tlu.' Chemicals Subsidiaries as of the Redemption Date determined in accordance with GAAP over the net worth of Chcnit'ulb and the Chemicals Subsidiaries as of of June 30, 1986, determined in accordance with GAAP by (b) the number til shares of Series C Preferred Stock issued and outstanding on the Redemption Date and (z) all unpaid dividends thereon, including accrued dividends, whether or not declared, to the Hcdnmption Date, or (ii) 1,000 Chemical Common Shares, provided that the Corporation "hall not redeem the Series r Preferred Stock pursuant to subparagraph VII (A) (ii) unless -10- 0000-NLI-000017805 at the date on which the aharea of Seriea C Preferred Stock are called for redemption, auch distribution of tho Seriea C Preferred Stock would be in compliance with the Securitiea Act of 1933, aa amended (the *1933 Act*), the Securitiea Exchange Act of 1934, as amended (the *1934 Act*), and any other applicable lawa and regulations. The Corporation shall, and shall cause Chemicals to, use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under the 1933 Act, the 1934 Act and any other applicable laws and regulations to assure as oxpedi*iously aa possible that the redemption of the Series C Preferred Stock for Chemical Common Shares will be In compliance with the 1933 Act, the 1934 Act and any other applicable laws and regulations. The Corporation shall effect such redemption for such Chemical Common Shares as soon as practicable following the time at which such redemption will be in compliance with the 1933 Act, the 1934 Act and any other applicable laws and regu lations . (0) riot less than thirty nor more than sixty days prior to the date fixed for any redumption of Series C Preferred Stock pursuant to Section VI1(A) hereof, a notice specifying the time and place of such redemption and the consideration to be paid upon such redemption shall be given by first class mail, postage prepaid, to the holders of record of Series C Preferred Stock to be redeemed at their respective addresses as the same shall appear on the books of the Corporation, but no failure to mail such notice or any defect therein or In the mailing thereof shall affect the validity of the proceedings for redemption. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice and the shares specified in such notice shall he deemed to have been called for redemp tion .in of the date such notice was nailed. (Cl (Inlt-HH the Corporation shall fail to pay, so r render r, ( the certificates evidencing the shares to !,, redei-nod, the redemption price of any snares of the Series V Preferred Stock called for redemption as provided herein, from and after the date fixed for the redemption of such Series C Preferred Stock by the Corporation, the holders of such shares shall cease to be stockho'tiers with reti|>er.'t to such shares and shall have no interest .n or claims against the Corporation by virtue thereof and shall have no voting or other rights with respect to such shares, except the right to receive the consideration payable u,. n such redomption from the Corporation, without interest thereon, upon surrender (and endorsement. If required by the 11 0000-NLI-000017806 Corporation) of tHbir certificates, and tha aharaa evidenced thereby shall no longer ba daamad to ba outatanding. (D) Tha Corporation ahall taka such action aa may ba necessary, including incraaaing tha nuaibar of authorised or isaued and outatanding Chemical Common Shares, so that at all tiatee tha number of issued and outstanding Chemical Common Sharaa ahall equal 1000 times tha number of issued and outstanding shares of Series C Preferred Stock. Except for tha previous sentence, the Corporation shall not, and shall cause Chemicals and the Chemicals Subsidiaries not to. Issue or grant to any person or entity, any Chemical Common Shares, any shares of capital stock of the Chemicals Subsidlar las or any rights, warrants or options of any kind to acquire any Chemical Common Shares or any shares of capital stock of tha Chemical Subeldiariea, other than employee stock options or grants in respect of Chemical Common Shares which shall become effective only upon completion of the redemption of the Series C Preferred Stock pursuant to subparagraph VII(A)(11) or which uannot be exercised while any shams of Series C Preferred Stock are outstanding. VIII. Bank. The Series C Preferred Stock shall rank junior (as to dividends and upon liquidation, dis solution or winding up) to the $8,625 Preferred Stock, Series A, of the Corporation and superior (as to dividends and upon liquidation, dissolution or winding up) to the Preferred Stock, Series ft, and to the Common Stock. IX. Specific Performance. The holders of the Serins C Preferred Stock shall be entitled to specific <;nforcwi"cnt of the covenants contained in Sections I-VI11 hereof and to injunctive relief against any violation or threatens.1 violation thereof. ). Said resolution is the resolution duly adopted by tin hoard of Directors of the Corporation on July 11, 1986, joirHnant to authority granted under .Section 14A:72(2) cf the New .inrtnv Bualnoas Corporation Act. 12 0000-NLI-000017807 4. Tb Certificate of Organization in amended ao that the designation and number of shares of the class and series acted upon in the foregoing resolution, and the relative rights, preference and limitations of such class and series, are as stated in the resolution. IN WITNESS w h er e o f , this Certificate of Amendment of the Certificate of Organisation is executed on behalf of the Corporation by its Chairman-and Chief Executive Officer this 13_th day of July, 19S&. : -13- 0000-NLI-000017808